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COAST DISTRIBUTION SYSTEM INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

August 29, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's 2014 Annual Meeting of Stockholders was held on August 26, 2014. The matters voted on by the Company's stockholders at that Meeting consisted of (i) the election of two Class II Directors to the Company's Board of Directors to serve for a term of three years and until their successors are elected (Proposal No. 1); (ii) ratification of the appointment of Burr Pilger Mayer Inc. as the Company's independent registered public accountants for the fiscal year ending December 31, 2014 (Proposal No. 2); and (iii) the approval, by non-binding advisory vote, of the compensation paid by the Company to its named executive officers in the year ended December 31, 2013 (Proposal No. 3).

Election of Directors ("Proposal No. 1"). The Board of Directors of the Company nominated Thomas G. Faludy and James Musbach for election, at the Annual Meeting, to the Board of Directors as the Company's Class II Directors. Messrs. Faludy and Musbach were the only candidates nominated for election as Class II Directors at the Annual Meeting. Accordingly, the election of the Class II Directors was uncontested and Messrs. Faludy and Musbach were elected at the Annual Meeting to serve as the Class II Directors of the Company for a term of three years and until their successors are elected. The table below sets forth the respective numbers of shares voted "For" and the respective numbers of shares voted "Withhold" on this Proposal.

Votes Cast(1) NOMINEES For Percent Withhold Percent Thomas G. Faludy 3,364,966 99.2 % 26,506 0.8 % James Musbach 2,945,823 86.9 % 445,644 13.1 %



(1) As a percentage of the total number of shares voted in the election of

directors.

There were 1,331,839 broker "non-votes" with respect to the election of directors. Broker non-votes are shares for which beneficial owners did not provide voting instructions to their brokers with respect to the election of directors and which, therefore, were not counted as shares voted in the election of directors.

Ratification of Appointment of Independent Registered Public Accountants ("Proposal No. 2"). Ratification of the appointment of Burr Pilger Mayer Inc. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 required the affirmative vote of a majority of the shares voted on this Proposal. The Company's stockholders ratified that appointment by the following vote:

Votes Cast(1) For Percent(2) Against Percent(2) Abstain Percent(2) 4,676,116 99.0 % 990 0.0 % 46,205 1.0 %



(1) There were no broker non-votes with respect to this Proposal.

(2) Percent of the total number of shares voted For, Against and Abstain,

respectively.

Brokers had discretionary authority to vote shares on this Proposal without having obtained voting instructions from the beneficial owners of the shares. Consequently, there were no broker non-votes with respect to this proposal.

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Advisory Vote on Executive Compensation ("Proposal No. 3"). At the Annual Meeting, our stockholders approved, on a non-binding advisory basis, the compensation of our Named Executive Officers for the year ended December 31, 2013, by the following vote:

Votes Cast For Percent(1) Against Percent(1) Abstain Percent(1) 3,339,658 98.5 % 27,434 0.8 % 24,375 0.7 %



(1) Percent of the total number of shares voted For, Against and Abstain,

respectively.

There were a total of 1,331,839 broker non-votes with respect to this Proposal.

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Source: Edgar Glimpses


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